TERMS AND CONDITIONS

1.  ACCEPTANCE.  Request for and receipt by client of a Global Access
    Username and password assigned to client by G-A Technologies ("G-A")
    which will enable client to use the Global Access OUTDIAL SERVICE on
    the data networks that Global Access utilizes shall constitute
    unconditional acceptance by the client of these terms and conditions.

2.  SCOPE OF SERVICE.  (a) Subject to clients payment of Global Access
    rates, Global Access grants to client the right to use the Global
    Access OUTDIAL SERVICE on various packet switching networks and other
    communications networks as Global Access may utilize, to place long
    distance calls by computer to locations distant from the clients access
    location. (b) Client shall also be permitted unlimited access to the
    Global Access GLOBAL DATA NETWORK at no additional cost other than the
    Global Access connect charges so long as this agreement is in force and
    client abides by the rules in effect on Global Access.

3.  EQUIPMENT.  Client affirms that he/she is knowledgeable in the use of
    computer equipment, terminal software programs, and communications
    protocols and agrees to hold Global Access and G-A harmless from any
    loss of data, time, or money due to failure to properly utilize the
    service.

4.  RATES AND CHARGES.  Current rates and charges are set forth in the
    Global Access Information area on the Global Access Customer Service
    System and client agrees to check the posted rates often to determine
    if the rates have been changed.  Client shall pay all Global Access
    charges, including a monthly maintenance fee, any telephone company
    charges as a result of placing calls from a Global Access outdial
    port, plus any additional charges for transferring characters through
    the network as set forth in the Global Access rates, without protest
    and by the payment method as indicated on the face of this agreement.
    Failure to pay said charges when due, the inability of Global Access
    to gain payment of the charges through the clients credit card, or
    the clients contesting said charges to his bank, shall be cause for
    Global Access to cancel, suspend, or revoke clients account at option
    and client agrees to hold Global Access or G-A harmless from any claims
    resulting in clients inability to use the service.  Client agrees to
    pay all charges for the use of the service, including the monthly
    maintenance fee for any period on which client has had possession of a
    valid Global Access Username and password.  Should this agreement be
    cancelled due to the clients refusal to pay any sums when due, then
    the client agrees that all costs of collection, including reasonable
    attorneys fees, collection agents charges, and an amount equal to
    fifteen percent of the amount due shall be added to the sums due.

5.  TERM OF AGREEMENT.  The term of the clients agreement shall commence
    upon the date of receipt by Global Access of the clients properly
    completed clients agreement, and shall continue until this agreement is
    terminated as provided herein.

6.  NOTICES.  All notices from client shall be sent to Global Access
    at Post Office Box 31474, Charlotte, North Carolina 28231.  All notices
    to client shall be sent to client at the address provided on the
    clients agreement or as modified in writing by the client.

7.  USERNAME AND PASSWORD.  Global Access shall assign and issue to client
    Usernames and passwords for use by client to gain access to the
    Global Access service.  Issuance by Global Access shall mean verbal or
    written issuance of such Username and password by an authorized
    representative of Global Access, via telephone, U.S. Mail,
    electronically, or by courier service, respectively, when the client
    has requested such Username and password and has presented to
    Global Access evidence of intent to provide payment for access to the
    Global Access Service by signing the clients agreement or authorizing
    Global Access to charge the costs for the Global Access Service to an
    established credit account of client.  Utilizing the Global Access
    Service after receipt of this agreement shall constitute acceptance of
    the terms of this agreement.  Said client Username, and password shall
    be kept strictly confidential by client and shall be used solely by
    client and not by any other individual to gain access to the
    Global Access Service.  Client is responsible for all charges incurred
    by the use of the supplied Username and password.

8.  ELECTRONIC MAIL.  Client understands that due to the intricacies of
    the equipment and software use, Global Access and G-A cannot
    guarantee the security and privacy of any electronic message to
    other clients and agrees to not hold Global Access or G-A responsible
    for third parties gaining access to said messages.  The Client
    understands that Global Access will endeavor to maintain the
    integrity of the messages but may be required to read such messages
    while performing maintenance and repairs to the system.

9.  DISCLAIMER OF WARRANTY.  In no event shall Global Access or G-A
    Technologies, Inc.,  be liable for indirect or consequential damages
    arising from the use of the services provided.  G-A is not an agent of
    any system that may be accessed by Global Access, and is responsible
    only for providing access to those systems and other services as
    provided herein.  Client agrees to hold Global Access and G-A harmless
    for failure to gain access to the service or other systems due to but
    not limited to equipment failure or acts of God.  GLOBAL ACCESS OR
    G-A TECHNOLOGIES, INC., SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR
    LOST PROFITS, LOST OR DAMAGED DATA, OR FOR DAMAGES OF ANY KIND OR
    NATURE, INCLUDING BUT NOT LIMITED TO DIRECT, INCIDENTAL, OR
    CONSEQUENTIAL OR PUNITIVE DAMAGES.  GLOBAL ACCESS AND G-A MAKE NO
    OTHER WARRANTY EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER,
    INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A
    PARTICULAR PURPOSE.

10. TERMINATION.  Client may terminate the Global Access clients agreement
    upon thirty (30) days prior written notice to Global Access.
    Global Access may terminate this agreement for non-payment of charges
    or other substantial cause immediately upon learning of such cause or
    with ten (10) days written notice to client without cause.

11. GLOBAL ACCESS is a registered trademark of G-A Technologies, Inc.,
    and shall not be used by any party in any way without the express
    written consent of G-A Technologies, Inc.

12. ASSIGNMENT.  Client may not assign this agreement to another
    individual or entity without the express written permission of
    Global Access.

13. APPLICABLE LAW.  This agreement shall be governed by the laws of
    North Carolina.
